NRG Yield, Inc. Announces Its Intention to File a Registration Statement in Connection with Its 3.25% Convertible Senior Notes Due 2020
NRG Yield, Inc. today announced that it intends to file a registration statement on Form S-3 with the Securities and Exchange Commission on or about May 5, 2016, for the resale of NRG Yield’s Class C common stock, par value $0.01 per share, which may, under certain circumstances, be issued upon conversion of its outstanding 3.25% Convertible Senior Notes due 2020.
The Notes were originally sold to qualified institutional buyers by means of a private placement in accordance with Rule 144A under the Securities Act of 1933, as amended, on June 29, 2015; at the same time a Registration Rights Agreement (the Registration Rights Agreement) was entered into between NRG Yield and the initial purchasers of the Notes, which requires the filing of the Registration Statement. NRG Yield will not receive any of the proceeds from the resale of the Registrable Securities by the selling securityholders.
Selling securityholders specified in the Registration Statement may, once the Registration Statement is declared effective, use the prospectus contained therein to offer and resell the Registrable Securities covered by the Registration Statement. NRG Yield intends to file the Registration Statement as an automatic shelf registration statement in accordance with General Instruction I.D. of Form S-3, and thus anticipates that the Registration Statement will become effective upon filing thereof with the Commission (which is expected to occur on or about May 5, 2016). In accordance with the Registration Rights Agreement, in order for a beneficial holder of the Registrable Securities to be named as a selling securityholder and to have its Registrable Securities included in the Registration Statement, such holder must complete and send the Selling Securityholder Notice and Questionnaire, on or before April 21, 2016, to:
Chief Financial Officer c/o NRG Energy, Inc. 211 Carnegie Center Princeton, New Jersey 08540 Phone: (609) 524-4500 Fax: (609) 524-4589 Email: investor.relations@nrgyield.com
A copy of the questionnaire is contained in the Offering Memorandum for the Notes, and may be obtained from NRG Yield by contacting the person listed above.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
NRG Yield
Share
NRG Yield, Inc. today announced that it intends to file a registration statement on Form S-3 with the Securities and Exchange Commission on or about May 5, 2016, for the resale of NRG Yield's Class C common stock, par value $0.01 per share, which may, under certain circumstances, be issued upon conversion of its outstanding 3.25% Convertible Senior Notes due 2020.
The Notes were originally sold to qualified institutional buyers by means of a private placement in accordance with Rule 144A under the Securities Act of 1933, as amended, on June 29, 2015; at the same time a Registration Rights Agreement (the Registration Rights Agreement) was entered into between NRG Yield and the initial purchasers of the Notes, which requires the filing of the Registration Statement. NRG Yield will not receive any of the proceeds from the resale of the Registrable Securities by the selling securityholders.
Selling securityholders specified in the Registration Statement may, once the Registration Statement is declared effective, use the prospectus contained therein to offer and resell the Registrable Securities covered by the Registration Statement. NRG Yield intends to file the Registration Statement as an automatic shelf registration statement in accordance with General Instruction I.D. of Form S-3, and thus anticipates that the Registration Statement will become effective upon filing thereof with the Commission (which is expected to occur on or about May 5, 2016). In accordance with the Registration Rights Agreement, in order for a beneficial holder of the Registrable Securities to be named as a selling securityholder and to have its Registrable Securities included in the Registration Statement, such holder must complete and send the Selling Securityholder Notice and Questionnaire, on or before April 21, 2016, to:
Chief Financial Officer
c/o NRG Energy, Inc.
211 Carnegie Center
Princeton, New Jersey 08540
Phone: (609) 524-4500
Fax: (609) 524-4589
Email: investor.relations@nrgyield.com
A copy of the questionnaire is contained in the Offering Memorandum for the Notes, and may be obtained from NRG Yield by contacting the person listed above.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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